21st Jan 2020 12:01
CHARLES TAYLOR PLC - Director/PDMR ShareholdingCHARLES TAYLOR PLC - Director/PDMR Shareholding
PR Newswire
London, January 21
Charles Taylor plc (“the Company”)
NOTIFICATION OF DIRECTOR/PDMR SHAREHOLDING
THE COMPANY’S INCENTIVE PLANS
The Company announces that outstanding share awards granted under the Charles Taylor Deferred Annual Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans (LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) have vested and, where relevant, became exercisable on 16 January 2020. Awards have vested as a result of the Court sanction of the Scheme of Arrangement as announced on 16 January 2020 pursuant to which the acquisition of the entire issued share capital of the Company by Jewel BidCo Limited at a price of 345p per share will be implemented. Accordingly, the executive directors and other Persons Discharging Managerial Responsibility (PDMRs) listed below have become the legal and beneficial owners of ordinary shares of 1p each in the Company (Shares) as shown. Such Shares will be transferred to Jewel BidCo Limited pursuant to the Scheme of Arrangement in the same manner as applies to Shares held by all other Company shareholders. Following such transfers, the executive directors and other PDMRs will have no remaining interests in Shares.
The table below shows the number of shares in respect of which awards vested under each incentive plan, which were either issued directly to the recipients, or transferred into the recipients’ names by the Trustee of the Charles Taylor Employees’ Share Ownership Plan, in each case in the same manner as other participants in the incentive plans:
| Executive Director: | DABP - number of shares vesting:(i) | LTIP – number of shares vesting:(ii) | Sharesave – number of shares vesting:(iii) |
| David Marock | 90,130 | 141,571 | 1,365 |
| Damian Ely | 26,816 | 58,283 | 1,365 |
| Mark Keogh | 15,230 | 60,922 | N/A |
| PDMR: | DABP – number of shares vesting: | LTIP – number of shares vesting: | Sharesave – number of shares vesting: |
| Suzanne Deery | 49,017 | 11,705 | 1,365 |
| Jeremy Grose | 147,843 | 13,770 | 1,365 |
| Alistair Hardie | N/A | 9,591 | N/A |
| Ivan Keane | 28,472 | 11,705 | 1,365 |
| Jeffrey More | 36,139 | 11,705 | N/A |
| Jason Sahota | 65,355 | 31,920 | N/A |
| Richard Wood | 69,814 | 11,705 | 1,167 |
| Richard Yerbury | 81,842 | 28,673 | N/A |
Notes
In accordance with the rules of the DABP, and as more fully described in the circular sent to Company shareholders in connection with the Scheme of Arrangement, DABP awards vested in full. The LTIP awards have vested as follows: LTIP 2017 Grant: the vesting of awards was subject to performance conditions and time prorating which resulted in the awards vesting at 46% of the maximum allocation. LTIP 2018 Grant: the vesting of awards was subject to performance conditions and time prorating which resulted in the awards vesting at 29% of the maximum allocation. LTIP 2019 Grant: the vesting of awards was subject to performance conditions and time prorating which resulted in the awards vesting at 25% of the maximum allocation. The Sharesave is an all employee plan. Participants have exercised options using accumulated savings at discounted option prices between £2.05 and £2.17 per Share in connection with the Scheme of Arrangement, making a gain on the difference between the option price and the 345p offer price.The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the EU Market Abuse Regulation.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | David Marock | ||||||||
| 2 | Reason for the notification | |||||||||
| a) | Position/status | Group Chief Executive Officer - Executive Director | ||||||||
| b) | Initial notification/Amendment | Initial notification | ||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | Charles Taylor plc | ||||||||
| b) | LEI | 2138009V1NHVCXIQ6V62 | ||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB0001883718 | ||||||||
| b) | Nature of the transaction | Vesting of share awards granted under the Charles Taylor Deferred Annual Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans (LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a result of a Court sanction of the Scheme of Arrangement | ||||||||
| c) | Price(s) and volume(s) |
| ||||||||
| d) | Aggregated information -Aggregated volume | 233,066 £804,077.70 | ||||||||
| e) | Date of the transaction | 2020-01-16 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | Damian Ely | ||||||||
| 2 | Reason for the notification | |||||||||
| a) | Position/status | Chief Executive Officer, Adjusting Services - Executive Director | ||||||||
| b) | Initial notification/Amendment | Initial notification | ||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | Charles Taylor plc | ||||||||
| b) | LEI | 2138009V1NHVCXIQ6V62 | ||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB0001883718 | ||||||||
| b) | Nature of the transaction | Vesting of share awards granted under the Charles Taylor Deferred Annual Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans (LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a result of a Court sanction of the Scheme of Arrangement | ||||||||
| c) | Price(s) and volume(s) |
| ||||||||
| d) | Aggregated information -Aggregated volume | 86,464 £298,300.80 | ||||||||
| e) | Date of the transaction | 2020-01-16 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Mark Keogh | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Group Chief Financial Officer - Executive Director | ||||||
| b) | Initial notification/Amendment | Initial notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Charles Taylor plc | ||||||
| b) | LEI | 2138009V1NHVCXIQ6V62 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB0001883718 | ||||||
| b) | Nature of the transaction | Vesting of share awards granted under the Charles Taylor Deferred Annual Bonus Plan (DABP) and the Charles Taylor Long Term Incentive Plans (LTIP) as a result of a Court sanction of the Scheme of Arrangement | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information -Aggregated volume | 76,152 £262,724.40 345p | ||||||
| e) | Date of the transaction | 2020-01-16 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | Suzanne Deery | ||||||||
| 2 | Reason for the notification | |||||||||
| a) | Position/status | Director of Human Resources - PDMR | ||||||||
| b) | Initial notification/Amendment | Initial notification | ||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | Charles Taylor plc | ||||||||
| b) | LEI | 2138009V1NHVCXIQ6V62 | ||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB0001883718 | ||||||||
| b) | Nature of the transaction | Vesting of share awards granted under the Charles Taylor Deferred Annual Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans (LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a result of a Court sanction of the Scheme of Arrangement | ||||||||
| c) | Price(s) and volume(s) |
| ||||||||
| d) | Aggregated information -Aggregated volume | 62,087 £214,200.15 345p | ||||||||
| e) | Date of the transaction | 2020-01-16 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | Jeremy Grose | ||||||||
| 2 | Reason for the notification | |||||||||
| a) | Position/status | Chief Executive Officer, Management Services - PDMR | ||||||||
| b) | Initial notification/Amendment | Initial notification | ||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | Charles Taylor plc | ||||||||
| b) | LEI | 2138009V1NHVCXIQ6V62 | ||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB0001883718 | ||||||||
| b) | Nature of the transaction | Vesting of share awards granted under the Charles Taylor Deferred Annual Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans (LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a result of a Court sanction of the Scheme of Arrangement | ||||||||
| c) | Price(s) and volume(s) |
| ||||||||
| d) | Aggregated information -Aggregated volume | 162,978 £562,274.10 345p | ||||||||
| e) | Date of the transaction | 2020-01-16 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Alistair Hardie | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer, CEGA - PDMR | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Charles Taylor plc | ||||
| b) | LEI | 2138009V1NHVCXIQ6V62 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB0001883718 | ||||
| b) | Nature of the transaction | Vesting of share awards granted under the Charles Taylor Long Term Incentive Plans (LTIP) as a result of a Court sanction of the Scheme of Arrangement | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information -Aggregated volume | 9,591 £33,088.95 345p | ||||
| e) | Date of the transaction | 2020-01-16 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | Ivan Keane | ||||||||
| 2 | Reason for the notification | |||||||||
| a) | Position/status | Group General Counsel - PDMR | ||||||||
| b) | Initial notification/Amendment | Initial notification | ||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | Charles Taylor plc | ||||||||
| b) | LEI | 2138009V1NHVCXIQ6V62 | ||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB0001883718 | ||||||||
| b) | Nature of the transaction | Vesting of share awards granted under the Charles Taylor Deferred Annual Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans (LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a result of a Court sanction of the Scheme of Arrangement | ||||||||
| c) | Price(s) and volume(s) |
| ||||||||
| d) | Aggregated information -Aggregated volume | 41,542 £143,319.90 345p | ||||||||
| e) | Date of the transaction | 2020-01-16 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Jeffrey More | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Chief Executive Officer, Charles Taylor Insurance Services (IOM) Limited - PDMR | ||||||
| b) | Initial notification/Amendment | Initial notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Charles Taylor plc | ||||||
| b) | LEI | 2138009V1NHVCXIQ6V62 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB0001883718 | ||||||
| b) | Nature of the transaction | Vesting of share awards granted under the Charles Taylor Deferred Annual Bonus Plan (DABP) and the Charles Taylor Long Term Incentive Plans (LTIP) as a result of a Court sanction of the Scheme of Arrangement | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information -Aggregated volume | 47,844 £165,061.80 | ||||||
| e) | Date of the transaction | 2020-01-16 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Jason Sahota | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Chief Information Officer and Chief Executive Officer, Charles Taylor InsureTech - PDMR | ||||||
| b) | Initial notification/Amendment | Initial notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Charles Taylor plc | ||||||
| b) | LEI | 2138009V1NHVCXIQ6V62 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB0001883718 | ||||||
| b) | Nature of the transaction | Vesting of share awards granted under the Charles Taylor Deferred Annual Bonus Plan (DABP) and the Charles Taylor Long Term Incentive Plans (LTIP) as a result of a Court sanction of the Scheme of Arrangement | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information -Aggregated volume | 97,275 £335,598.75 345p | ||||||
| e) | Date of the transaction | 2020-01-16 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | Richard Wood | ||||||||
| 2 | Reason for the notification | |||||||||
| a) | Position/status | President & Chief Executive Officer, Charles Taylor Americas - PDMR | ||||||||
| b) | Initial notification/Amendment | Initial notification | ||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | Charles Taylor plc | ||||||||
| b) | LEI | 2138009V1NHVCXIQ6V62 | ||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB0001883718 | ||||||||
| b) | Nature of the transaction | Vesting of share awards granted under the Charles Taylor Deferred Annual Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans (LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a result of a Court sanction of the Scheme of Arrangement | ||||||||
| c) | Price(s) and volume(s) |
| ||||||||
| d) | Aggregated information -Aggregated volume | 82,686 £285,266.70 345p | ||||||||
| e) | Date of the transaction | 2020-01-16 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Richard Yerbury | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Group Corporate Development and Operations Director - PDMR | ||||||
| b) | Initial notification/Amendment | Initial notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | Charles Taylor plc | ||||||
| b) | LEI | 2138009V1NHVCXIQ6V62 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1p each GB0001883718 | ||||||
| b) | Nature of the transaction | Vesting of share awards granted under the Charles Taylor Deferred Annual Bonus Plan (DABP) and the Charles Taylor Long Term Incentive Plans (LTIP) as a result of a Court sanction of the Scheme of Arrangement | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information -Aggregated volume | 110,515 £381,276.75 345p | ||||||
| e) | Date of the transaction | 2020-01-16 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
For more information, please contact:
Robert Davison – Group Company Secretary– 02076805666
Chisom Onita – Group Deputy Company Secretary – 02075227437
Charles Taylor plc
21 January 2020
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Charles Taylor